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18. Indemnification.
<br />a. The Grantee shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall
<br />fully indemnify, defend, and hold harmless the Department and its officers, agents, and employees, from suits,
<br />actions, damages, and costs of every name and description arising from or relating to:
<br />i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in
<br />part by Grantee, its agents, employees, partners, or subcontractors; provided, however, that the
<br />Grantee shall not indemnify for that portion of any loss or damages proximately caused by the
<br />negligent act or omission of the Department;
<br />ii. the Grantee's breach of this Agreement or the negligent acts or omissions of the Grantee.
<br />b. The Grantee's obligations under the preceding paragraph with respect to any legal action are contingent upon the
<br />Department giving the Grantee (1) written notice of any action or threatened action; (2) the opportunity to take
<br />over and settle or defend any such action at Grantee's sole expense; and (3) assistance in defending the action at
<br />Grantee's sole expense. The Grantee shall not be liable for any cost, expense, or compromise incurred or made
<br />by the Department in any legal action without the Grantee's prior written consent, which shall not be unreasonably
<br />withheld.
<br />c. Notwithstanding sections a. — b. above, the following is the sole indemnification provision that applies to Grantees
<br />that are governmental entities: Each party hereto agrees that it shall be solely responsible for the negligent or
<br />wrongful acts of its employees and agents. However, nothing contained herein shall constitute a waiver by either
<br />party of its sovereign immunity or the provisions of Section 768.28, F.S. Further, nothing herein shall be construed
<br />as consent by a state agency or subdivision of the State of Florida to be sued by third parties in any matter arising
<br />out of any contract or this Agreement.
<br />d. No provision in this Agreement shall require the Department to hold harmless or indemnify the Grantee, insure
<br />or assume liability for the Grantee's negligence, waive the Department's sovereign immunity under the laws of
<br />Florida, or otherwise impose liability on the Department for which it would not otherwise be responsible. Any
<br />provision, implication or suggestion to the contrary is null and void.
<br />19. Limitation of Liability.
<br />The Department's liability for any claim arising from this Agreement is limited to compensatory damages in an amount
<br />no greater than the sum of the unpaid balance of compensation due for goods or services rendered pursuant to and in
<br />compliance with the terms of the Agreement. Such liability is further limited to a cap of $100,000.
<br />20. Remedies.
<br />Nothing in this Agreement shall be construed to make the Grantee liable for force majeure events. Nothing in this
<br />Agreement, including financial consequences for nonperformance, shall limit the Department's right to pursue its
<br />remedies for other types of damages under the Agreement, at law or in equity. The Department may, in addition to
<br />other remedies available to it at law or in equity and upon notice to the Grantee, retain such monies from amounts due
<br />Grantee as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against it.
<br />21. Waiver.
<br />The delay or failure by the Department to exercise or enforce any of its rights under this Agreement shall not constitute
<br />or be deemed a waiver of the Department's right thereafter to enforce those rights, nor shall any single or partial
<br />exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
<br />22. Statutory Notices Relating to Unauthorized Employment and Subcontracts.
<br />a. The Department shall consider the employment by any Grantee of unauthorized aliens a violation of Section
<br />274A(e) of the Immigration and Nationality Act. If the Grantee/subcontractor knowingly employs unauthorized
<br />aliens, such violation shall be cause for unilateral cancellation of this Agreement. The Grantee shall be responsible
<br />for including this provision in all subcontracts with private organizations issued as a result of this Agreement.
<br />b. Pursuant to Sections 287.133 and 287.134, F.S., the following restrictions apply to persons placed on the
<br />convicted vendor list or the discriminatory vendor list:
<br />i. Public Enti . Crime. A person or affiliate who has been placed on the convicted vendor list
<br />following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract
<br />to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a
<br />contract with a public entity for the construction or repair of a public building or public work; may
<br />not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded
<br />or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with any public
<br />entity; and may not transact business with any public entity in excess of the threshold amount
<br />provided in Section 287.017, F.S., for CATEGORY TWO for a period of 36 months following the
<br />date of being placed on the convicted vendor list.
<br />Attachment 1
<br />8of12
<br />Rev. 7/28/2017
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